Optium Corporation Stock Option Grant Notices to David C. Renner
Optium Corporation has granted David C. Renner several options to purchase shares of its non-voting common stock under its Stock Incentive Plan. Each notice specifies the number of shares, exercise price, vesting schedule, and expiration date. The options vest over several years, with some providing for accelerated vesting in certain circumstances such as termination without cause or a change in control. The agreements are governed by the terms of the Stock Incentive Plan and related Option Agreements, which the grantee acknowledges and accepts by signing.
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.40
OPTIUM CORPORATION
Notice of Grant of Stock Option
David C. Renner (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:
Grant Date: | April 14, 2006 | |
Number of Option Shares: | 1,100,000 | |
Exercise Price (per share): | $0.77 | |
Expiration Date: | April 13, 2016 | |
Tax Status of Option: | Non-Qualified Option |
Vested Shares: Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the Shares will vest 25% on April 1, 2007 and 2.08% monthly thereafter with the final vesting occurring on April 1, 2010. Fractional shares are not exercisable until fractional shares equal a whole share.
Vesting Acceleration of 25% of original grant (or 100% of remaining unvested portion if less) if either the following occur (i) termination of the Grantee by the Company (or its successor) without Cause (as defined in the Plan or any superceding employment agreement) or (ii) Constructive Termination (as defined in the Plan or any superceding employment agreement) with one year of a Change in Control (as defined in the Plan or any superceding employment agreement)
This option shall be a reverse vesting option (i.e., the Grantee may exercise the entire grant at anytime and the exercise of the unvested portion shall result in the issuance of unvested restricted stock subject to vesting and repurchase by the Company, pursuant to an agreement with terms determined by the Company in its sole discretion to reflect the vesting provisions of this Option.
By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
OPTIUM, INC.
| By: | /s/ EITAN GERTEL | By: | /s/ DAVID C. RENNER | ||||
| Name: | Eitan Gertel | David C. Renner | |||||
| Title: | President & CEO | ||||||
Address: | 500 Horizon Drive Suite #505 Chalfont, PA 18914 | Address: | |||||
ATTACHMENTS: Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.
OPTIUM CORPORATION
Notice of Grant of Stock Option
David C. Renner (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:
Grant Date: | 4/5/2005 | |
Number of Option Shares: | 300,000 | |
Exercise Price (per share): | $0.08 | |
Expiration Date: | 4/5/2015 | |
Tax Status of Option: | Incentive Stock Option |
Vested Shares: Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the Shares will vest 25% on 4/1/2006 and 2.08% monthly thereafter with the final vesting occurring on 4/1/2009. Fractional shares are not exercisable until fractional shares equal a whole share.
By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
OPTIUM, INC.
| By: | /s/ EITAN GERTEL | By: | /s/ DAVID C. RENNER | ||||
| Name: | Eitan Gertel | David C. Renner | |||||
| Title: | President & CEO | ||||||
Address: | 500 Horizon Drive Suite #505 Chalfont, PA 18914 | Address: | |||||
ATTACHMENTS: Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.
OPTIUM CORPORATION
Notice of Grant of Stock Option
David Renner (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:
Grant Date: | March 1, 2004 | |
Number of Option Shares: | 200,000 | |
Exercise Price (per share): | $0.07 | |
Expiration Date: | February 28, 2014 | |
Tax Status of Option: | Incentive Stock Option |
Vested Shares: Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the Shares will vest 25% on March 1, 2005 and 2.08% monthly thereafter with the final vesting occurring on February 1, 2008. Fractional shares are not exercisable until fractional shares equal a whole share.
By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
OPTIUM, INC.
| By: | /s/ EITAN GERTEL | By: | /s/ DAVID RENNER | ||||
| Name: | Eitan Gertel | David Renner | |||||
| Title: | President | ||||||
Address: | 500 Horizon Drive | Address: | |||||
| Suite #505 Chalfont, PA 18914 | |||||||
ATTACHMENTS: Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.
OPTIUM CORPORATION
Notice of Grant of Stock Option
Dave Renner (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:
Grant Date: | May 1, 2003 | |
Number of Option Shares: | 275,000 shares of Stock | |
Exercise Price (per share): | $0.04 | |
Expiration Date: | May 1, 2013 | |
Tax Status of Option: | Incentive Stock Option |
Vested Shares: Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the number of Vested Shares as of each date set forth below shall be:
| Vesting Date | Vested Shares | |
|---|---|---|
| February 1, 2004 | 68,750 | |
Plus: | ||
March 1, 2004 and each full month thereafter until January 1, 2007 | 5,729 | |
February 1, 2007 | 5,735 |
By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
OPTIUM, INC.
| By: | /s/ PAUL SUCHOSKI | By: | /s/ DAVE RENNER | ||||
| Name: | Paul Suchoski | Dave Renner | |||||
| Title: | CEO | ||||||
Address: | 2721 Discovery Drive Suite #500 Orlando, FL 32826 | Address: | |||||
ATTACHMENTS: Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.
OPTIUM CORPORATION
Notice of Grant of Stock Option
Dave Renner (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium Corporation Stock Incentive Plan (the "Plan"), as follows:
Grant Date: | May 1, 2003 | |
Number of Option Shares: | 150,000 shares of Stock | |
Exercise Price (per share): | $0.04 | |
Expiration Date: | May 1, 2013 | |
Tax Status of Option: | Incentive Stock Option |
Vested Shares: Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the number of Vested Shares as of each date set forth below shall be:
| Vesting Date | Vested Shares | |
|---|---|---|
| May 1, 2003 | 50,000 | |
Plus: | ||
June 1, 2003 and each full month thereafter until December 1, 2005 | 3,125 | |
January 1, 2006 | 3,125 |
Additional Vesting Provisions:
This Option shall be a reverse vesting option (i.e., the Grantee may exercise the entire grant at anytime and the exercise of any unvested portion shall result in the issuance of unvested restricted stock subject to vesting and repurchase by the Company, pursuant to an agreement with terms determined by the Company in its sole discretion, to reflect the vesting provisions of this Option).
By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
OPTIUM CORPORATION
| By: | /s/ PAUL SUCHOSKI | By: | /s/ DAVE RENNER | ||||
| Name: | Paul Suchoski | Dave Renner | |||||
| Title: | CEO | ||||||
Address: | 2721 Discovery Drive Suite #500 Orlando, FL 32826 | Address: | |||||
ATTACHMENTS: Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.
Optium Corporation
Notice of Grant of Stock Option
Dave Renner (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:
Grant Date: | July 18, 2002 | |
Number of Option Shares: | 75,000 shares of Stock | |
Exercise Price (per share): | $0.22 | |
Expiration Date: | July 18, 2012 | |
Tax Status of Option: | Incentive Stock Option |
Vested Shares: Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the number of Vested Shares as of each date set forth below shall be:
| Vesting Date | Vested Shares | |
|---|---|---|
| May 23, 2003 | 18,750 | |
Plus: | ||
June 23, 2003 and each full month thereafter until April 23, 2006 | 1,562 | |
May 23, 2006 | 1,580 |
By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowleges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
OPTIUM CORPORATION
| By: | /s/ PAUL SUCHOSKI | By: | /s/ DAVE RENNER | ||||
| Name: | Paul Suchoski | Dave Renner | |||||
| Title: | CEO | ||||||
Address: | 2721 Discovery Drive Suite #500 Orlando, FL 32826 | Address: | |||||
ATTACHMENTS: Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.
Additional Agreement
All Option grants dated on or prior to April 14, 2006 held by Grantee are subject to reverse vesting (i.e., the Grantee may exercise the entire grant at any time and the exercise of the unvested portion shall result in the issuance of unvested restricted stock subject to vesting and repurchase by the Company pursuant to an agreement with terms determined by the Company in its sole discretion to reflect the vesting provisions of the applicable Option).
QuickLinks
- Exhibit 10.40
